As filed with the Securities and Exchange Commission on August 17, 2009
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UMB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Missouri |
43-0903811 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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1010 Grand Avenue Kansas City, Missouri (Address of principal executive offices) |
64106 (Zip Code) |
UMB Financial Corporation Long-Term Incentive Compensation Plan
(Full title of the plan)
Dennis R. Rilinger, Esq.
Divisional Executive Vice President and General Counsel
UMB Financial Corporation
1010 Grand Avenue
Kansas City, Missouri 64106
(Name and address of agent for service)
(816) 860-7000
(Telephone number, including area code, of agent for service)
Copy to:
Victoria R. Westerhaus
Stinson Morrison Hecker LLP
1201 Walnut Street
Kansas City, Missouri 64106
(816) 691-2427
Fax: (816) 691-3495
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x |
Accelerated Filer o
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Non-accelerated filer (do not check if a smaller reporting company) o |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Title of securities to be |
Amount to |
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Proposed |
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Proposed |
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Amount of |
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registered |
be registered |
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maximum offering |
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maximum aggregate |
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registration |
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price per share |
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offering price |
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fee |
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Common Shares, par value $1.00 per share |
800,000 (1) |
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$ |
42.39 (2) |
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$ |
33,912,000 |
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$ |
1,892.29 |
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(1) |
This Registration Statement also relates to such additional and indeterminable number of UMB Financial Corporation common shares, par value $1.00 per share (“Common Shares”), as may become issuable due to adjustments for changes resulting from stock dividends, stock splits, recapitalizations, mergers, reorganizations, combinations or exchanges or other similar events. |
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(2) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h)(1) under the Securities Act of 1933, based on the average of the high and low price of the Common Shares reported on the NASDAQ Global Select Market on August 13, 2009. |
EXPLANATORY NOTE
Pursuant to a registration statement on Form S-8 filed by UMB Financial Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on May 19, 2005 (Registration No. 333-125067), the Registrant registered 600,000 Common Shares to be awarded to directors and certain employees of the Registrant pursuant to the UMB Financial Corporation Long Term Incentive Compensation Plan (the “Plan”). On May 30, 2006, the Registrant underwent a 2-for-1 stock split of its Common Shares. Pursuant to footnote number one of Registration Statement No. 333-125067, 1,200,000 Common Shares were automatically registered under such registration statement upon consummation of the stock split.
This registration statement is being filed to register 800,000 additional Common Shares issuable under the Plan. Pursuant to General Instruction E to Form S-8, all the contents of Registration Statement No. 333-125067 (filed May 19, 2005) are hereby incorporated by reference into this registration statement to the extent not modified or superseded by any subsequently filed document that is incorporated herein or therein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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Exhibit Number |
Description |
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4.1 |
Amended and Restated UMB Financial Corporation Long-Term Incentive Compensation Plan (1) |
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5.1 |
Opinion of Stinson Morrison Hecker LLP |
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23.1 |
Consent of Deloitte & Touche LLP |
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23.2 |
Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1) |
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24.1 |
Power of Attorney |
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(1) |
Incorporated herein by reference to Appendix A of the Registrant’s definitive proxy statement filed with the Commission on March 17, 2008, for the 2008 Annual Meeting of Shareholders held on April 22, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on August 14, 2009.
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UMB FINANCIAL CORPORATION | |
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By: |
/s/ J. Mariner Kemper |
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J. Mariner Kemper |
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Chairman of the Board and Chief Executive Officer |
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Exhibit Index
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Exhibit Number |
Description |
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4.1 |
Amended and Restated UMB Financial Corporation Long-Term Incentive Compensation Plan (1) |
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5.1 |
Opinion of Stinson Morrison Hecker LLP |
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23.1 |
Consent of Deloitte & Touche LLP |
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23.2 |
Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1) |
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24.1 |
Power of Attorney |
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(1) |
Incorporated herein by reference to Appendix A of the Registrant’s definitive proxy statement filed with the Commission on March 17, 2008, for the 2008 Annual Meeting of Shareholders held on April 22, 2008. |